Seminar in Corporate Governance

 

FINC 418-010, 080
125 Alfred Lerner Hall
9:30 - 10:45 a.m. Tuesdays & Thursdays
Spring 2008

Professor Charles Elson
104 Alfred Lerner Hall
302-831-6157
elson@lerner.udel.edu
Office Hours: By Appointment

 

Required Books
            Mean Business (P), Dunlap (paperback)
            Corporate Governance, Monks, Minow 
            Chainsaw, Byrne (Paperback)

DE Discourses Executive Compensation (From NACD)
DE Discourses Corporate Guidelines (From NACD)
Handouts available in Morris Library Reserve Room

 

Date

Assignment

Tues., Feb 12

Introduction to American Corporate Governance; Mean Business, Albert J. Dunlap

Thurs., Feb 14

Mean Business, Albert J. Dunlap

Tues., Feb 19

Corporate Governance – Stakeholders V. Stockholders. Whose Corporation is it anyhow? (Handout 1)

Thurs,. Feb 21

No Class – Prepare Paper Topic

Tues., Feb 26

Corporate Philanthropy: Societal Boom or Shareholder Bust? (Handout 2)

Thurs., Feb 28

The Duty of Care, Corporate Productivity and Stock Ownership: A Connection or Disconnection? (Handout 3)

Tues., Mar 4

No Class – Prepare Paper Topic

Thurs., Mar 6(Submit Paper Topic)

The Duty of Care, Corporate Productivity and Stock Ownership: A Connection or Disconnection? (Handout 3)

Tues., Mar 11

Executive Compensation (Handout 4 & DE Discourses Executive Compensation)

Thurs., Mar 13

Executive Compensation (Handout 4 & DE Discourses Executive Compensation)

Tues., Mar 18

No Class – Individual Meetings

Thurs., Mar 20

Caremark and the Prevention of Corporate Fraud and Other Forms of Illegal Conduct (Handout 5)

Tues., Mar 25

Caremark and the Prevention of Corporate Fraud and Other Forms of Illegal Conduct (Handout 5)

Thurs., Mar 27

Audit Committee Reform and Financial Misconduct – Effective Medicine or Placebo? (Handout 6)

Tues., Apr 1
Thurs., Apr 3

Spring Break                   (April 2, 3, 4, 2008, Directors’ College, New York City)

Tues., Apr 8

Audit Committee Reform and Financial Misconduct – Effective Medicine or Placebo? (Handout 6)

Thurs., Apr 10

Corporate Governance Guidelines: Common Ground – Realistic Expectations? (Handout 7 & DE Discourses Corporate Guidelines)

Tues., Apr 15

Corporate Governance and Corporate Re-emergence from Bankruptcy (Handout 8)

Guests: 

  1. The Honorable Brendan Shannon, United States Bankruptcy Judge

  2. Stephen Brown, Director & Senior Counsel, Corporate Governance & Business Affairs, TIAA-CREF

  3. Howard Cosgrove, Former Chairman and CEO, Delmarva Power & Light Company

  4. Julie Daum, Practice Leader for the North American Board Services Practice, Spencer Stuart

  5. Mike Embler, Chief Investment Officer, Franklin Mutual

  6. John Lacey, Former CEO, Alderwoods Inc.

  7. Sharon Manewitz, Managing Director, Distressed Investments, TIAA-CREF

  8. Bob May, CEO, Calpine, Corporation

  9. Lemma Senbet, William E. Mayer Chair in Finance, University of Maryland

  10. David Skeel, S. Samuel Arsht Professor of Corporate Law, University of Pennsylvania Law School

  11. Nate VanDuzer, Director, Restructuring & Legal Affairs, Fidelity Investments

Thurs., Apr 17

Corporate Democracy and the Shareholder Resolution – A failed "Hyde Park Corner" or legitimate  governance tool? (Handout 9)

Tues., Apr 22

Shareholder Access to the Company Proxy/Majority Voting: Accountability Creator or Boardroom Bomb? (Handout 10)

Thurs., Apr 24

Shareholder Litigation: Behavior Enhancer or Corporate Toxin (Handout 11)

Tues., Apr 29

Dual Class Stock – Cost, Benefits, and Future under Delaware Law (Handout 12)

Thurs., May 1

Enron and Corporate Governance Reform: A Case Study (Handout 13)

Tues., May 6

Fairness Opinions and Value Enhancement: Reaffirmation, Reform, or Removal (Handout 14)

Thurs., May 8

No Class – Individual Meetings

Tues., May 13

The Poison Pill – Shareholder Toxin or Value Creator (Handout 15)

Thurs., May 15

Circon and the Future of the Poison Pill (Handout 16)

Guest: Richard Auhll, Former President & CEO of Circon Corporation

Tues., May 20

Director and Managerial Responsibility and Accountability; Chainsaw, by John Byrne

Tues., May 20

Papers due (2 copies)  by 10:45 am

 

I. Course Format

Throughout the semester, we will be examining selected topics involving significant recent developments in American Corporate Governance.  On Thursday, March 6, 2008, each student must submit a proposed research topic to the instructor along with a paragraph describing the topic.  Pop quizzes may be given throughout the semester at the discretion of the Professor and will count towards the Participation Grade.  A quiz will be given on Tuesday, May 20, 2008..

 

II. Papers, Final Deadline

  1. All final papers (2 copies) must be submitted no later than Tuesday, May 20, 2008, 10:45 am to the instructor.  Any paper that is submitted after May 20, 10: 45 am, the grade will be dropped by one letter grade per day.

  2. The paper should consist of approximately 15 pages of text.  Footnotes or endnotes are acceptable.

  3. A cover sheet must be attached to your report.  Use the format on the attached example. 

  4. No need to bind your report.

 

III. Grades and Attendance

Students are required to attend all seminar meetings. Three or more absences will result in a grade of “F” for the class. 

Individual appointments with the Professor to review your topic will be scheduled throughout the semester.  If an appointment is missed, it will count as an absence. (Re-scheduling of appointments is not permitted unless authorized by the Professor.) Class participation is expected throughout the semester.  This includes: questions, answers, quizzes.

 

IV.  University of Delaware’s Code of Conduct 

This class adheres to the University of Delaware’s Code of Conduct which can be found at the following website: Http://www.udel.edu/stuguide/07-08/code.html

 

Final grades will be based 50% on class participation and

50% on the final paper.